Medtronic urges shareholders to reject below-market offer from investment firm

Medtronic is urging its shareholders to reject a below-market mini-tender offer made by TRC Capital Investment Corp., a Canadian investment firm. The offer, for up to 1.5 million shares of Medtronic stock, is for $77.25 per share, approximately 4.5% lower than they were valued as of Jan. 20, 2023.  

“Medtronic does not recommend or endorse TRC's unsolicited below-market mini-tender offer,” the company said in a prepared statement. “Further, because the offer is at a price significantly below the current market price of Medtronic ordinary shares, Medtronic recommends that shareholders not tender their shares. Medtronic is not affiliated or associated with TRC, its mini-tender offer, or the mini-tender offer documentation.”

Medtronic also recommended that shareholders who have not yet replied to the offer take no action at all. Also, the company noted, shareholders who have already tendered their shares withdraw their shares before the TRC offer expires on Feb. 22, 2023.

What are mini-tender offers?

TRC has a history of making mini-tender offers to large companies, often resulting in corporate statements similar to the one issued by Medtronic. Procter & Gamble urged its own shareholders to reject a mini-tender offer from TRC on Oct. 14, 2022, for instance, and The Walt Disney Company recommended that its shareholders reject a mini-tender offer from TRC on Dec. 30, 2022.

The U.S. Securities and Exchange Commission (SEC) website includes a warning about mini-tender offers, noting that they have been “increasingly used to catch investors off guard.”

“Many investors who hear about mini-tender offers surrender their securities without investigating the offer, assuming that the price offered includes the premium usually present in larger, traditional tender offers,” according to the SEC. “But they later learn that they cannot withdraw from the offer and may end up selling their securities at below-market prices.”

Additional details from the SEC are available here.

Michael Walter
Michael Walter, Managing Editor

Michael has more than 16 years of experience as a professional writer and editor. He has written at length about cardiology, radiology, artificial intelligence and other key healthcare topics.

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